The Legendary Spiderman: Volume One
by Serial Spider
Summary: A weekly serial fan-fiction chronicling Peter Parker's beginnings as the heroic Spider-Man. Set in a newly-envisioned world based on the fantastic comics that fans have grown to cherish.
1. Inconvenience Store

Serial Spider

5/20/08

**The Legendary Spider-Man**

**Volume One**

_Issue One_

"_Inconvenience Store"_

"Morning, Captain Stacey."

"Good morning, Parker," replied the tall police captain. He stepped to the side to let Peter into his apartment. "Gwen's in the kitchen. Gwen!"

From the archway at the end of the small hall, a pale, blonde teenager peered towards Peter Parker. "Peter," she said, leaning nonchalantly on the back of a dining chair. "How was work?"

"Eh, fine, I guess," he replied, ditching his sling on the worn cushion of an old rocking chair. "The people they hire to do inventory, though, jeez. I spent like ten minutes in the stock room trying to find this guy a copy of Windows."

"If that's the worst thing that's happened to you today," said Captain Stacey, checking in on his daughter's work, "you really can't complain."

"Oh, I know, Captain Stacey. I'm just saying." Peter sat beside Gwen. "Did you have a rough day back, sir?"

"They gave me a desk today," he muttered. "Work was supposed to take my mind off the funeral, and they left me alone to think."

"But you're the police captain!" replied Peter. "Don't you have some sort of power over them? Can't you like—I don't know—order them to do the paperwork for you so that you can go fight crime and save peoples' lives?"

"They know what they're doing, Parker. Why don't you two get to work on your school stuff? I'm gonna go out and pick up some milk. Gwen, Peter, you need anything?"

"No, dad. See you when you get back."

"Bye, sir."

Captain Stacey left the apartment, swinging his long beige overcoat over his broad shoulders. Gwen turned to Peter as the door closed. He was taking his glasses off and rubbing the lenses in his shirt.

"You look tired."

"I am," he replied. "I've got two more tests this week. Bio and Chem. Oh, and I asked him, but Mr. Keller won't move the deadline on science fair."

"Peter!" Gwen moaned, "I thought you said that if _you_ talked to him he'd do it!"

"He said he's worried about getting everything set up for the judges, so he won't delay the due date."

"Oh, this blows," she said, shifting towards the table. Across the surface was a large white poster board with words laid out on wild-colored construction paper: hypothesis, objective, procedure. Two bottles of glue and a pair of scissors nested at the corner of the table. "I still need to write up the analysis."

"Here's the handout," said Peter, pulling it out of his bag. "It looks like you're doing fine, though, Gwen. We've got plenty of time."

"How far are you, Peter?"

"Um. I'm done."

"But I thought you said that you were—ugh! Peter, you kill me sometimes. You know Dr. Connors is gonna be there? The geneticist from Oscorp? He's gonna hire you in a _second_. I'll never be ready in time to impress him."

Peter responded indignantly. "I already have a job; and besides, you're a better student than me. I mean, let's be real, you'd be done too if your mom hadn't…"

He regretted it instantly. Silence fell as if it were a great stone that had crashed over their heads. Gwen's eyes clenched tightly shut, and she faced away from Peter.

"I'm sorry," he murmured.

"No. No. It's fine." She breathed in deeply through her nose. Peter shifted in his seat, grimacing.

"I didn't mean to—"

"Don't worry about it. Help me with Chem."

* * *

Captain Stacey was upset to discover a blatant lack of two percent milk at the corner store. He held a quart of whole milk in one hand and one percent in the other, debating the destiny that lay in his dairy.

It was late afternoon in Manhattan, which meant that it looked like night through the drab skies. Car headlights wavered over the storefront as the evening rush pounded along the streets.

"That's three dollars and forty-two cents, sir," said the cashier in the front.

Captain Stacey turned to see a young man, maybe late twenties, early thirties, buying cigarettes at the register. He had a thin, scraggly black beard, and a gray knit cap on his head.

The Captain turned back to his midlife crisis as the register rang open.

And that was when the gun was raised, drawing the immediate attention of the entire shop.

"Alright, let's do this fast," said the customer. "Everything in the register. No alarms. No phones. We get this done, cop-free, and no guns go off. How's that sound?"

Captain Stacey pivoted fast, dropping the milk to either side of him as he drew a handgun from his jacket.

"Sounds unlikely," he snapped. "Officer Stacey of the Manhattan—"

Bang.

One bullet from the burglar's gun was all it took to jam the tendons in the Captain's shoulder. His arm shot aside in pain, simultaneously firing a bullet against the overhead lights. Glass rain fell down on the shelves, chiming like ice crystals over the canned soup. The Captain crashed to the ground.

"Let's try that again," said the customer, stepping back for a better angle between the Captain and the register. "Get me the money. Hurry the f—k up!"

Stacey shoved forward, flailing for his semi-automatic as the customer edged forward to do the same. Blood pooling from his bicep, the Captain somehow managed to still swing on his hip and kick his leg forward, which knocked out the robber's shin as another bullet just missed him.

The man slammed to the ground as Captain Stacey held his gun forward, throwing the burglar's aside. "Alright, asshole," he barked, wincing as his arm throbbed. "You're under arrest. Anything you say can and _will _be used against you in the Court of Law."

* * *

"Who was that?" asked Peter.

"It's the hospital," said Gwen. "My dad. He's been… he's been shot…"

"He just went to get milk! He's not on duty!"

"I know," she said. "Peter, please. I need you to come with me."

"Yeah," he said. "Sure thing." They rushed through the hall; Peter grabbed his sling and Gwen snatched her coat.

They fired through the emergency room doors ten minutes later, diving to the Captain's bedside. Gwen's heart was thrumming like a hummingbird's. She grabbed her father's hand.

"Dad, are you alright?"

"Sort of. There was a robbery at the store. The guy was some petty crook, but he shot me good. They pulled the bullet out fine. My arm's gonna need some time to heal, though. It tore up some of the tissue pretty bad, and I ripped a muscle."

Gwen made a face.

"That sounds horrible."

"Well, it sounds worse than it is," said the nurse, sliding into the room beside them. "But it's some nasty business, and he'll need plenty of rest. Who's in the house to take care of him?"

"Just me," she said.

"Well, just you will do just fine. And maybe your boyfriend here can help?"

"Oh," she murmured. "No, uh… he's not…"

"We're not," cut in Peter, "uh… we're not dating."

The nurse laughed. "Sorry, then." She pulled a tray towards her, taking out a syringe and vial. "This is morphine," she told them. "He'll need this for the pain. It'll make him a little groggy, so you may want to let him be soon. We can't release him for a couple of days, but you're welcome to visit whenever you'd like."

"Thanks," Gwen said. She looked at her father. "You're sure you're okay?" she asked.

"Yeah, sweetheart. Why don't you and Peter go finish your project? Okay? Try not to worry about me."

Gwen kissed her father; Peter smiled awkwardly and followed her out. Gwen ran her fingers over her hair, tossing a long sweep of blonde behind her head. As she did that, she sighed, breathing in to calm herself.

"What exactly is your project, Peter?" she asked distractedly.

"It's an adhesive," he said. "It sticks like crazy glue on first contact, but then you can mold any parts that are exposed to the air. It's like a strong Silly Puddy."

"What good is that?" she asked.

"Well, the moldability is just a side-effect. It's really just the strongest adhesive I can make; it tops Crazy Glue. Easy."

"You're making super glue for science fair, Peter?"

"Yeah."

"Peter?" she said, stopping her walk.

"Yeah, Gwen?"

"You've got to be the weirdest person I've ever met."

"That's an understatement if I ever heard one." It was Harry Osborn, the wealthy heir to the multinational Oscorp throne, somehow Peter and Gwen's best friend. He was dressed in slacks and a several hundred dollar shirt, but for once in his life, he looked disheveled. It occurred to Peter that Harry had actually been considerate enough to hurry over and check on Captain Stacey. Sometimes, in the midst of Harry trying to find his identity in his copiously disastrous teenage life, he forgot how to be chivalrous, but today he lived up to expectations.

"Your dad alright, Gwen?" he asked.

"He'll be okay," she said. "We can't go in now; they're drugging him."

"I'm sorry. I ran late, I left when you called—"

"It's fine, Harry," said Gwen. She turned to Peter, who had put his hand on her back to comfort her. He lowered it when Harry gave him a stare.

"How's your science fair coming along?" Harry asked.

Peter fixed his glasses and sniffed nervously. "It's a molecularly enhanced—"

"He's making glue," said Gwen.

"That's… well… that's special, Peter."

"What are you making?" Peter murmured. "A volcano?"

"Ok, wise guy, I worked on a synthetic DNA strand, for your information."

"You made synthetic DNA?" Peter asked, dumbfounded. It wasn't like Harry to push the limits of science. Or school. Or anything.

"No. I didn't understand it. Some scientist at dad's work told me about it, so I tried to do it on my own."

"What did you make?"

"Soup. Or something. But it definitely smelled like clam chowder."

"Wow, man. That's… well… that's special, Harry."

Harry sneered and shoved Peter, pushing him lazily aside. Peter feebly tried shifting his weight, but stumbled a bit. They both laughed.

"Let's go back to my place and de-stress, guys. We'll get ice cream. On me."

"I can't," said Gwen. "I have to keep working."

"Alright then. Peter?"

"You okay without me, Gwen? I feel bad leaving right now."

"It's fine," she said genuinely. "I'll walk. I need some fresh air and some space anyway. Thanks for your help today."

"Sure thing," said Peter. "Ladies first, Harry."

"Well, then I'm right behind ya, Pete."


	2. Mr Toomes

Serial Spider

5/26/08

_Issue Two_

"_Mr. Toomes"_

They entered the Osborn penthouse to pitch black. Harry flicked on the lights. Dim greens and golds splashed through the many sconce lamps to crest along the ornamented walls and lavish furniture.

"Dad?" called Harry.

No one responded.

"Peter's here!"

They walked inside to the dead house, Harry illuminating each spacious quarter as they pushed open the doors. From the back windows of the inner rooms came faint tinted light, seeping in from the New York cityscape. Peter followed Harry into the kitchen, where marble surfaces turned the room into a palace. The colossal freezer, a vault in and of itself, released a hearty tub of ice cream, much to Peter's delight.

Moments later, they sat at the table in silence, spinning their spoons through the frozen servings.

Finally: "Peter, when are you going to ask Gwen out?"

"Harry, don't bring it up. When I'm ready, I'm ready, you know? And, you know, it might not even happen. I mean, I'm hinting at it, but like, I don't think she wants a boyfriend. Not right now. And look at me. I'm probably not her type."

"Hey. Hey, you," said Harry, pointing his spoon. "Don't talk yourself down, Pete. You're a great guy. And I'm getting a vibe from Gwen—"

"Don't, Harry," said Peter, turning his stare to a very deep valley in his vanilla as his cheeks burned cherry red.

"I'm just saying…" Harry walked his bowl over to the sink. Peter pushed his aside, but kept his eyes down to the table.

"Hey, uh, Harry. Thanks and all. But I need to get back. I promised my Uncle Henry I wouldn't be out too late, and what with Captain Stacey and everything, and now coming here, I should go."

"You ditching me, Pete?"

"No, Harry! Just, you know how—"

"No, dude, I'm kidding. Get out of here." Harry took Peter's bowl.

"OK. Then I'll see you first thing tomorrow?"

"Yeah, Peter. Oh, and uh, good luck in advance with the fair on Friday. I'm gonna go tour colleges this weekend. Figuring I'm not gonna win anything, so I might get a head start on the drive."

"You going with your dad?" Peter asked.

"You kidding me, Pete?"

"Oh, I figured… Sorry. Sorry, Harry."

"It's cool. Tomorrow then, man?"

"Yeah, Harry. Tomorrow."

Peter left, passing each of the copiously sized penthouse rooms, and back out through the foyer, where eyes of Renaissance models stared down at him. He pushed his way into the iron-lattice elevator. The shaft pulled him down to the lobby.

Waiting for the elevator was a lanky, gangly old man. He looked down at Peter over his sharply hooked nose, fixed his tie, and shoved his way into the elevator as if Peter had offended him.

"Jesus," Peter mumbled as he left the building. "What was _his _problem?"

* * *

"Hey, Aunt May," said Peter, fumbling with his cell phone as he climbed into the taxi cab. "It's me. … No, I know. … Yeah, we visited him already. … OK. … Yeah, I'm in a taxi right now. I love you. … I love you too. Bye."

Peter gave his address to the driver and then cooled his cheek against the window. The night rolled by.

* * *

The bell tolled through the suite. Harry ran to the elevator doors to meet the man standing there, looking with shadowed eyes towards Harry.

"You must be Harold."

"No. My real name is actually just Harry."

"Don't contradict me." His face contorted into a snarl. "Norman!" He was calling Harry's father.

"My dad's not home, sir. Maybe you—" But Harry was wrong. From the other wing of the penthouse suite, Norman Osborn's crisp, low voice called through the walls.

"Toomes? Is that you?"

"Yes, Norman. Where are you?"

"In the office. Come in."

Harry turned, perplexed, toward his dad's door. "Dad! I called you earlier, and you never—"

"Harry! How many times do I have to tell you not to bother me when I have company?"

Mr. Toomes slid through to the office, gave Harry one last fleeting look of disgust, and slammed the oak panel behind him. Harry heard Mr. Toomes' steel briefcase pound the floor and then nothing else.

* * *

Gwen walked along the last block before her house with a downcast stare. A tear rolled down her cheek for her father. Too much was thrown at him at once. First, the death of Mrs. Stacey, and now the accident at the convenience store. She wanted something to go right, which was precisely why she needed to win the science fair competition so badly.

She thought that maybe if she could bring something home to her father—a trophy, a contract to work for Dr. Connors—maybe then a little peace would grace his life. It was all she could think to do.

She checked her watch and then walked faster, uncomfortable even in her own sketchy neighborhood. She pulled her jacket closer as if it were a shield and fanned her hair low. It was how she became invisible, how no one (except for Peter, her fellow shadow on the wall) noticed her.

She slid along the pavement as if ice skating in the cool night air. She imagined her childhood, a birthday where her mother took her to a new ice skating rink. How she still tied her skates with the bunny-ears-trick, and how she'd bet her mother that Mrs. Stacey would fall first. She'd won too, and never realized her mother had slipped on purpose; the subtlest birthday present she could give.

But even still, the image was precious, as unfinished as it may have been. It carried her protectively to her building, and up the stairs to her apartment, where she slammed the bolt in and fell asleep, never changing, never showering.

Only dreaming.

* * *

"Looky who! Peter Parker!"

It was Flash Thompson, Peter's unfortunately crass neighbor. "Off with your little nerd friends playing science games?" Peter wondered why the neighbors didn't file complaints against Flash. He was leaning out of his second-story bedroom window, shouting at eleven in the night towards Peter, and he wasn't particularly mannered.

So much as a warning would have served Flash wonders, but Peter wouldn't minded if someone had gone the extra mile and issued a restraining order. Or if they'd institutionalized the jockish moron, but one couldn't have all his wishes granted.

"Good_ night_, Flash."

"Hey, Parker! Moon's shinin' bright tonight!"

And in a moment of inane barbarism, Flash dropped his pants and pressed his rear against the window, disgusting Peter, who closed his eyes and rushed away into his house.

"Asshole," murmured Peter. And then realizing what he'd said, he shuddered.

"Peter?" called Aunt May's gentle voice. "Are you there?"

"Hey, Aunt May." Peter hung his jacket on the rack and then laid his sling on the dining room chair. His aunt wrapped her arms around him.

"Are you alright?" she asked, bringing her wrinkled hands to his cheeks. "How's Captain Stacey?"

"Give him some breathing room, May," said Uncle Ben. "Howdy, kiddo."

"Hey, Uncle Ben. Captain Stacey's alright, Aunt May. He's a little shaken up, but the nurse seemed to know what she was doing. I'm sorry it's so late. Harry had me over for some ice cream."

"That's fine, Peter," said Aunt May. "But it is late, and you should get yourself to bed."

"No, I know, Aunt May. I'll go get ready now."

He fussed about upstairs for a while and finally collapsed atop his mattress. Periodic tables and Da Vinci drawings stared down from the walls. He probably would have fallen asleep instantly in his science sanctum if his Uncle hadn't knocked on his door.

"Your aunt's asleep," he whispered.

"Okay."

"Peter, I just wanted to talk to you."

"What about?"

Uncle Ben came and sat down at the end of his bed. His hands, large and tough, rested on the blankets beside him. Peter reached to the nightstand and grabbed his glasses.

"We just haven't seen you a lot lately. Don't get me wrong; you're growing up. I expect you to be out a lot more. Just… well, Peter. Your dad…"

He sighed.

"Go ahead," Peter said.

"Well, Peter, sometimes I wonder if I'm doing a good enough job."

Peter turned his head. He wasn't sure whether or not to take that as an offense.

"What I mean is," Uncle Ben corrected, "is if your father was here… Would you be better off? I mean, I'm just saying—this isn't about my ego, Peter—I'm just saying that I used to talk to you a lot. About all kinds of things, and I'd share things with you, things that I knew because I was older. But now, you're a teenager, a mature one, practically a grown-up, kiddo, and somehow, I'm already running out of advice. And I just wonder, you know, if maybe he would have had some more to give."

Peter looked at his uncle.

"I really only remember seeing my dad once," said Peter. "It was when they told me I'd be staying at you, before they took off. And my dad said, that above all things, I'd be safe if I were with you, because no one else could love me as much as you and Aunt May. Except for my parents. And now that I've been with you so long, Uncle Ben. I dunno. I don't think I could ever love them as much as I do you."

"Don't say that, Peter. Your father—"

"I know, Uncle Ben. I just mean… you and Aunt May mean everything to me."

"Aren't you forgetting someone?" asked Peter's uncle, a slight tint of humor lacing his words.

"_Who?_"

"Well… Gwen."

"Oh, come on, not you too."

"She's a beautiful girl, Peter—"

Peter yanked the comforter over his head. "Goodnight, Uncle Ben."

"Goodnight," Ben laughed and left, appeased, flicking off the lights behind him.

* * *

"You drive a hard bargain, Norman," said Toomes, sidling out of the office. Harry lay on the couch in the living room, daring himself not to move, hoping he could overhear something about his father's confidential business if he remained quiet enough.

"You want to do business with Oscorp," replied Norman, "then you make sacrifices. I didn't build an empire out of a soft heart. Neither did Caesar."

"Ah," smiled Mr. Toomes. "But we have one thing Caesar never had."

"Yes we do," replied Norman.

"Sky's the limit now," replied Toomes. Harry thought his father may have laughed, but since he'd never heard him do that before, he doubted it.

"Good night, Toomes."

"Good night, Mr. Osborn."

The man took his things and moved to the elevator. The bell to the shaft rang softly as Toomes disappeared, but the door to Norman's office never closed, so Harry was left alone again with the silence and the night, to fall asleep in his unwavering position on the couch.


	3. Unlike Father, Like Son

Serial Spider

6/2/08

_Issue Three_

"_Unlike Father, Like Son"_

"Peter! Oh, Peter: your lunch!"

"Oh, God, sorry, Aunt May."

Peter spun around, snatching the brown bag from his aunt's hand. He sprinted out through the kitchen door to the road, his backpack bouncing haphazardly on his back. Gray skies hovered overhead, taunting with the idea of rain by tossing a droplet every so often to the ground below.

Peter looked up at the dismal clouds from the bus stop, checking his watch occasionally to ensure he wasn't late. Across the road, a couple of cars tore through the puddles, splattering water to either side.

When the school bus finally came and rumbled forward with Peter in tow, it was tailed by the hulking white face of a U-Haul truck. Peter leaned against the window to watch it plant across the street from his house. They parked the metal mass in front of the _For Sale _sign that had become a neighborhood landmark. No one had seemed to want the house. Too many cats was the rumor. And yet apparently someone had opted for the house, although Peter was long gone before any other cars pulled up in front.

He turned back to rest his head on the brown pleather seat in front of him, picking at the plastic lining with his hand.

"Pansy Parker!" called Flash. "Yo! Pete!"

"What do you want, Flash?" Peter asked reluctantly, leaning up from his seat.

"I didn't do my math. Do it for me."

"What are you in, Pre-Algebra?"

Flash stared blankly at him. "Dude, seriously, Parker. Don't try to be funny. This is due first period, and I don't feel like it."

"Thompson," Peter said. "That's really old-school. No one does someone else's homework just 'cause the other person is two hundred pounds of muscle."

"I bet if I beat the sh—"

"Dude. Seriously. There are like forty people on this bus. You're not gonna beat me up; do your own damned homework."

What Peter, of course, didn't expect, was Flash Thompson's massive fist slamming down into his face.

* * *

"Good morning, Mr. Osborn," said his secretary. She entered his luxurious office with her usual lack of emotion. Her rich lips hid any hope of a smile, and her expressions were buried below carefully applied makeup. In one hand she held his morning espresso, and the other carried the morning paper.

"The Bugle first, Alice," he said, remaining seated. Mr. Osborn's presence commanded even the furniture in his office. It seemed that if he spoke or twitched, his entire environment bowed to him. But somehow Alice lived outside of his authoritative world.

She lay the paper down as he asked, and situated the latte at the corner of the desktop. Norman Osborn looked up at her with dark green eyes that swam like a pool of Hades, misty and cruel, and yet eternally filled with the power of a god. His jet brown hair, gelled aside, reflected the blaring white walls and fluorescent lighting.

"Is there anything else I can get for you, Mr. Osborn?"

"Call in Otto," he said. "And schedule a twelve o'clock with Bestman. And be prompt, Lex. I've got a busy day ahead of me."

"Yes, Mr. Osborn."

* * *

"Oh. My. God. Peter, what happened to your face?"

Gwen rushed forward to him, discarding her books as she ran.

"Flash happened," he said.

Harry, not far behind her, fumed at the name. "Are you kidding me, Petey?" he asked, as Gwen put her arm around Peter's shoulders. His face was puffy and purple, his glasses askew over his bloodstained nose.

"Harry, let it go," Peter said. "He's a dick. It's okay."

"What'd he do it for?"

"I wouldn't do his math homework for him."

"You gotta be—FLASH!"

Crowded and noisy as Midtown High's hallways were, Flash couldn't miss Harry Osborn's call. His blond hair flickered in the sea of heads, and then he was leaning over Harry, imposing and bulky as always.

"You got something to say to me, Pretty Boy?"

"I'm calling you out, asshole."

"I could take you in an instant, Osborn."

"You talk the talk, Flash. And then you beat up on twigs like Peter. This afternoon in the senior lot."

Peter grabbed Harry's arm. "Don't be stupid, Harry." They locked eyes, and Harry sneered.

Flash snickered. "You got yourself a date, Osborn," he said. And then he was gone, lost once again in the roaring halls.

"What are you thinking, Harry?" asked Peter, infuriated at Harry's brashness. "He's huge!"

"Flash is a terrible fighter," said Harry. "He's a football player. He just knows how to tackle. I owe you this, man."

"For what?" Peter asked.

"Dude. Come on. You're the best friend a guy could ask for. Am I right?"

* * *

Otto Octavius was by no means a small man. He was short, that was a given; he was five feet tall without a hair more. But he was portly, and somewhere in that dough ball of a man, was a brain not to be reckoned with. Dr. Octavius was a legend among physicists, playing as large a role in the world of quantum science as Peter's hero, Dr. Connors, did to the world of genetics.

Otto took a seat across from Norman, and behind his large bifocals, a glint of glee seemed to tickle him into a smile.

"Doctor," said Osborn. "It's good to see you."

"The pleasure is always mine, Norman."

"How are you, doc?"

"Never been better," he said, smiling. "It has just come to my attention this morning," he said, his smile bursting forth even further, "that I am soon to be the proud father of a baby boy."

"Congratulations, Otto," said Norman, with a characteristically even tone. "I've got a gift for you, then. Adrian Toomes brought us a final mock-up for the army wings. Tony Stark doesn't even have something like this. We'll have government finances for a hundred years if we can get these prints built. This company will revolutionize the technological market another time over. Flight, Otto! Imagine the possibilities.

"The American military _used_ to swoop in on fighter jets and stealth craft. Now each soldier comes in himself, spiraling to the battlefront." Norman threw his designer shoes on his desk, gesturing with his broad hands in the air. "A constellation of aerial units fires from the heavens, and this lays destruction on the enemy. Utter victory. Do you see it, Doc?"

"I mean, Norman, I see the possibility for men to stop worrying about filling a car with enough gas to transport himself, when he can suddenly afford to run for days on wings with a half-gallon of fuel. Forget the military, we can save our oil dependency. Let me see the drawings."

Norman handed them over and stood up. "You have your plans, Otto, and I have mine. Now, the beautiful part is that you serve me. So you'll have a mock-up done by the end of the week?"

"You're pushing it, Norman."

"Don't talk back to me, Otto. Clear out of here and do what you're paid to do. I've got a meeting with Bestman on the hour."

"Yes, sir," said Dr. Octavius, standing sheepishly. "I'll be out of your hair, sir."

"You're playing with the big—"

"—the big boys now. I know, sir."

"Think of your son, Otto. That's all I'm saying. End of the week, I want to see angels."

* * *

Harry Osborn cracked his knuckles. "Have you _ever_ had a _friend_, Flash?"

"Screw you. I got my whole team behind me."

"Oh, yeah. Your cronies."

"Look here, Osborn. Just because daddy's got a lot of money, doesn't mean this fight's yours."

"Shut up and face me, Flash."

Flash charged forwards, peeling back his arm. A hook punch to Harry's jaw sent the crowd wild. Osborn ducked and jabbed Flash in the side. It didn't do much.

Flash turned and swung again, wide. Harry's guard stayed up. He shot his hand aside and blocked it.

"Come on, ninja boy," said Flash. "Mr. Miyagi isn't gonna help you now."

Harry kicked at Flash, who grabbed his leg and twisted, sending Harry spinning in the air. He shot his hands out, breaking his fall on the pavement. He rolled again as Flash barreled down on him, and then leapt on top. A flurry of punches flew from Harry's arms to Flash's face, cascading on his cheeks.

Flash shoved up against him, but Harry leaned back and jammed both of his elbows into Flash's knees, flattening them to the ground as Thompson's athlete muscles strained. Flash cried out and Harry ducked under one of the legs, swinging around perpendicular to him. He bounced up and then jammed his elbow into Flash's ribs.

Thompson's hand connected with Harry's jaw, spurting blood from his mouth. Squeals from the onlookers came at the first sight of blood. Harry, his mouth already filling with the loosed crimson liquid, threw his arm around Flash's neck, grabbed that wrist with his right hand, and choked.

People shouted and descended on him. Football jocks were peeling him back, dragging Flash away as the football captain choked for air. It took six burly juniors to hold Flash back from diving forward at Harry, and Peter, Gwen, and another handful of the crowd to hold back Harry.

"Thompson! Osborn!"

The principal's voice silenced the crowd.

"My office!" The mob dispersed like a dustbowl, each student blowing away like wind-tossed sand. "NOW!"

* * *

"Does that sound like a fair sum to you?" Mr. Osborn asked.

"Wouldn't question it for a second, Norman."

"Bestman, I want you to assure me that Toomes has nothing left. If that two-timing bastard turns around and releases so much as a feather before my production is complete, I could sue him until his ancestors owed me money for all the good it would do. This is the cold war now, and someone's gonna make these first. And I'm not fighting an opponent. I'm crushing him. Are we clear, Bestman? There will be _nothing_ left."

"Clear, sir."

A buzz sounded from his desk phone.

"Excuse me a moment," said Norman.

"Mr. Osborn." It was Alice. "The principal of your son's school is on the phone. Harry got in a fight. Should I tell her you'll be sending someone to pick him up?"

"Have them bring him here, and interrupt whatever I have going on. I'll teach my son to stain my name. Not this week, the little f--k."

And then he hung up.

"Get out of my face, Bestman."

As Norman sat alone in his office, the world seemed to bow to him again. But it was also shuddering, for it seemed that the unrestrained anger simmering in Norman Osborn was enough to warrant immediate intervention. If only Harry could have foreseen what his genuine act of friendship would cost him.

If only.

It wouldn't have changed his mind.


	4. Science Fair and Unfair

Serial Spider

6/9/08

_Issue Four_

"_Science Fair and Unfair"_

"Peter?" Gwen asked, leaning over from her display. "Where's Harry?"

Peter flattened his tie against his chest and murmured, "College touring, remember?"

"Oh, right." Gwen ran her fingers over her hair, straightening up as more judges passed by. "Did you talk to him after his dad did?"

"No," said Peter. "I told him to call me, but I guess he was busy."

"Huh." Gwen smiled and nodded. One of the judges came to speak to her, so Peter looked distractedly around, analyzing the other projects. To his pleasure, there wasn't a fruitless volcano in sight, but he didn't find too much that he admired. Certainly, there was the one kid who tried to stop small pox and failed, and Harry's unmanned project garnished a bit of attention.

Gwen's work on environmentally friendly weed-killers seemed to interest the judges as much as some of her teachers who just wanted to go green. Peter was glad that a healthy throng was watching her demonstrate what she had learned, but his joy increased greatly when the famous Dr. Connors peeled from her admirers to come look at him.

Peter beamed as he was greeted. "Hello."

"Hello, Dr. Connors. My name is Peter Parker; I'm a great fan of your work."

"You, uh, read up on genetics, then?" he asked.

"Yeah," Peter said eagerly. "Your work on genetic enhancement has me fascinated. The idea that you can try and augment the influence of certain genetic traits by simple DNA transformation… it's really incredible. It actually influenced my project. A sort of—"

"Glue," snapped Gwen under her breath, just as her listeners dissipated.

"Adhesive," Peter said, rather loudly. "A molecularly enhanced adhesive, using the same idea behind DNA transformation to transform the isotopes into—"

* * *

"Ben," May said as Uncle Ben entered the living room. She locked her finger in a book, closing it tight as he looked at her, catching his breath from a morning run.

"What is it, May?"

"I… uh… I was looking at our bills earlier. Ben, we're—"

"I know, hun. I'm doing what I can. I was thinking about talking to Peter."

"Ben, you leave him out of this. I don't want him to know that we're struggling. Alright? Let him be. He works hard enough as it is." She stood up and walked over to him, easing his tired limbs into a chair. "You both do."

He put his hands on his knees and coughed. "When I was his age—"

"When you were his age, you didn't work so hard at school."

"But I earned myself a living, May Parker, I did. And he's got nothing to show. Maybe some pocket change."

"Well, I'll get myself a job before I force him to accommodate us."

"May, don't you even—"

"Ben, that's enough. Let's just look at exactly what we're facing and see where to go from there."

* * *

"Well, Peter… uh… Parker, was it? Here's my card, son. You feel free to call me anytime, Mr. Parker. You want a job, or want to send me some questions about your sure-to-be Prize-winning research one day, you feel free, son. I was really impressed by your work, Peter. You'll go far."

"Thank you, sir. It was an honor to meet you."

"Hah. At ease, Parker. Good luck with your competition."

Dr. Connors took off, with a generally pleased grin on his face. Gwen walked over, abandoning her set-up.

"I told you, Peter," she said in a huff. "I told you he'd hire you."

"He didn't hire me."

"He gave you his card, Peter," she said, peeling it from his fingers and sticking it to the table in front of him. "I told you, Peter! Dammit, you made quality Elmer's, and you have a job with a geneticist! Why does everything work out for you? You glide through life, and my dad…"

And without another word, Gwen took off crying.

* * *

At the Oscorp Industries main building, news was burning up the grape vine of a sour investment. Apparently, someone on the first floor had caught wind of it on the local news and was wise enough to send word up Norman Osborn's office by the end of the hour.

Many people would have expected Norman to be in a fury. Alice was in his office in an instant with blood pressure pills, a compress, and a stress ball.

But oddly, Norman was staring out the window, barely masking a grin.

"Sir, is everything alright?" she asked. "I just heard what happened over at the Toomes Labs. The fire. And just after you bought it. The reports were saying they don't seem to have any remains. Apparently the gas lines were exposed to some heavy flames. I'm so sorry, sir."

"It's alright, Alice," he said, gesturing for her to clear away with her gifts. "Some business deals dry up. That's just reality. Send Mr. Toomes an apology letter, and tell him we won't be paying him for his services anymore, out of all fairness to Oscorp. And be sure to contact Gregory Bestman and give him a nice Christmas bonus. He's a good man, and he'll have some fallout after the accident that I'd be more than happy to over-compensate him for. Be generous, Alice."

"Yes, sir."

"And get Otto on the phone, if you would." Norman swung off of his window sill with child-like agility and leapt comfortably into his chair.

"That'll be all, Alice," he said.

Puzzled as possible, she exited without another word.

* * *

"And the Guillotine is up on the corner, looming over the Grim Reaper, ready to pounce. Grim lunges in, but it looks like Guillotine's got a change of plans, Frank."

"That's right, he's moving for the chairs now, folks. Classic weaponry in the ring. If he gets in a few good hits, that'll be another title win for him."

"And then back to the open challenges, Frank, where contestants can register to fight him for a substantial amount of prize money. Last year, he survived a perfect—"

"Uncle Ben," Peter said, coming in the door that evening. "Turn that junk off. You know it's all fake."

Ben laughed and turned down the volume. "I'm not usually a fan, Peter. We have a bet going on at work, though. Winner takes all sort-of-thing. How'd it go at the science fair?"

"Uncle Ben, you remember Dr. Connors."

"Of course, Peter. You think I don't listen to you? Why, kiddo, was he there?"

"Not only was he there, Uncle Ben, I got his card. I'm gonna call him tomorrow, maybe get an internship at his lab."

"Kid, that's fantastic! I'm proud of you, Peter. Come here!"

* * *

"Last year, he survived a perfect run, keeping the prize money as a trophy, as well as setting a record for sequential victories on this network. Oh, and—whoa! That's the show for tonight folks! What an unbelievable win. The call came instantaneously! But that doesn't mean it's over for all your fans. We still have the free-lance tournament ahead, and the line-up for this year has increased its strength, pulling out legendary wrestlers whose records come close to rivaling the Guillotine's own incredible—"

Gwen Stacey flipped past the wrestling, past news of a factory fire, past an evening kid's show, and then shut off the television. She ran her fingers through her hair and rolled over on the couch, stressing over the solitude in her house. Her father hadn't been let out today, and they said that after a reaction he'd had to one of the meds they'd given him, they'd like to keep him for the weekend and discharge him on Monday.

Gwen was just as furious that Peter had managed to realize his dreams the same day that Gwen's life was tottering into instability. After her mom, and now her father, she couldn't take many more people fading into the peripherary. And if Peter practically moved into the Connors lab for work, as she was sure he would, she'd lose him too.

As she sometimes did, Gwen opened her cellphone and began to scroll through the contacts, as if browsing a catalogue. One name would hit her, she was sure of that, so she perused until finally her eyes fell on an old friend who she hadn't spoken to in months.

Eddie Brock had transferred to a private school after classes became too easy for his eager mind. But Gwen missed him dearly, and they'd been truly supportive friends. She hovered for a minute, but then abandoned her anxiety and dialed.

"Eddie?" she said. "Hey, it's Gwen."

* * *

"We still have the free-lance tournament ahead, and the line-up for this year has increased its strength, pulling out legendary wrestlers whose records come close to rivaling the Guillotine's own incredible victory streak."

"Too true, Frank. For those interested, you can visit our website for registration, or visit our new 'Tips for the Pros' section that teaches you how to fight like the Guillotine."

Harry Osborn was on the internet already, scrolling through just that page from the desk in his hotel room. He clicked on the first video tutorial, and looked up as it buffered, catching a glimpse of himself in the mirror.

His eye was black-and-blue, bruised the same color as a rotten plum. And just faintly at the edge, in a clearly scabbing spot, one could make out the uniquely sharp mark of Norman Osborn's senior class ring.


	5. Bite Me

Serial Spider

6/16/08

_Issue Five_

"_Bite Me"_

"Hi. This is Kurt Connors. I'm calling for Peter P—"

"Hi, Dr. Connors! It's me! I mean, it's Peter. Hi."

"Oh, hi, Peter. Yeah, I just got your message. You're really eager to work here, aren't you?"

"Oh, yes, sir!" Peter exclaimed, sitting down at his desk chair to stop from shaking. He had hardly woken up yet. In fact, it had been Dr. Connors' call that pulled him from his sleep. But it pulled him with gusto, and Peter's whole body was alive with excitement.

"Well, Peter, we have no paid positions, but I can offer you an internship at the lab. And you'll be working with me directly. I can't promise it'll be exciting, but—"

"I'll take it, sir! If that's alright."

"Peter, you can stop calling me sir," said Dr. Connors.

"Yes, uh, Dr. Connors."

"Just Kurt would be fine."

"I don't think I could—"

"Alright." He paused to hold in a laugh. "Well, can you start on Monday? I won't be in there in the morning, so just check in with my wife."

"Is there any way that I could come in sooner, sir? Just to get a feel for the layout and stuff? I don't want to bother you."

"Um. Well, I'll call my assistant and see if he can give you a tour this afternoon. Here, I'll give you his number so you can reach him if you get lost. His name's Eddie Brock. That's rock with a B. Got that?"

* * *

Gwen rolled over, reaching for her alarm clock. She smacked it hard, but it didn't stop buzzing, so she hit it again and again.

And then she realized her alarm clock didn't buzz.

So her hand dropped to the end table and grabbed her cell phone, which shook like a trapped bee in her fist.

"Harry?" Gwen asked, flipping open the phone.

"Hey, Gwen. Did I wake you up?"

"Yeah, but it's okay. I needed to get up anyway." She yawned. "What time is it?"

"About eleven. Do you wanna sleep some more, and I'll call you back?"

"No, it's fine. It's uh… what's up?"

"Nothing. Got an hour to kill in the hotel room; I just felt like catching up. How did science fair go?"

Gwen rolled over, plunging her face into the pillow.

"I got third place. Peter took home the gold, and _the_ Dr. Connors talked to him for like three hours."

"Who's Doc Connors?"

"Oh, never mind, Harry. How was… what colleges are you looking at?"

"Uh: Cornell, Vassar, B.U., Brown, the big names up north."

"Anything good up there? What did you think of Vassar?"

"I don't know. Everyone here has too much money. I'm tired of money. I'm tired of it all, you know. I can't wait to get out of the house, but I want to get somewhere quiet. My dad wants me somewhere prestigious though. I want to go south, like Miami. Or Duke. Have you seen Duke's campus?"

"Oh, that's right!" said Gwen, sitting up a bit. "Harry, did you get in a lot of trouble with your dad the other day?"

"What? No. He didn't care."

"Harry, come on. That's so not him. Tell me the truth."

"What? Gwen? I can't… you… underpass."

"Harry, don't feed me that bull. You just said you were in your hotel room."

But the line went dead. Gwen closed her phone and stared at it. She squinted pensively and then put it back on her end table, turning over to lie back down.

* * *

"You must be Peter Parker."

"And you're Eddie Brock?" Peter shook his hand. Eddie's grip was tough. He was big enough to be a football player: all muscle like Flash Thompson. But there was something easy-going about Eddie. He was much more relaxed, and his speech was warm.

"I've heard a lot about you," Eddie commented.

"Dr. Connors talked about me?"

"A little. I meant from Gwen though. I used to be friends with Gwen back in middle school. I transferred freshmen year. I doubt you'd remember me, man. I don't think I knew you either. Granted, there were like 600 guys in our grade, right? But Gwen talked highly of you. She's jealous, bro, to put it honestly. She thinks she's gonna lose you to this place. So don't let that happen, a'ight?"

"Uh," said Peter, taken aback by Brock's forwardness. "Yeah. Sure thing."

"Alright," said Eddie, taking a deep breath that cleared the air. "Let's, uh, let's get this tour started. So, uh, up here we've got the break room, and there are bathrooms down here, and at the end of this hall down there on the right."

Eddie was patient with Peter, who was brimming with questions. His nose squished up against every window, before it occurred to him that Brock had a key card and was more than happy to let him inside and look around.

"Right here is Kurt's work on bio-electricity."

Eddie swung around and sat up on a table. As he leaned casually back against the glass behind him, Peter realized that somewhere in his nerd brain, Eddie Brock was, for lack of better word, cool.

"What's he doing?" Peter asked. "I haven't heard about that."

"Okay, so think about his genetic augmentation concept, right. Map the genome, toy with the gene that you're interested in, and then basically learn to enhance the strength by toying with transformation, and a little bit of in-vitro. Just altered enough not to be cloning, so there's no real intervention. Study the results, try again. You follow so far?"

"Yeah," said Peter. "Yeah, I gotcha."

"Okay, so now he's looking at species that produce bio-electricity, or something along those lines. Like eels. They produce a solid 500 volts of charge. He figures if he can engineer an eel to withstand greater shocks and resultantly produce greater charge, he could then get some company like Oscorp to build a machine to harness that juice and save millions on electrical production. It's clean, efficient, and lasts as long as the eel's lifespan. You could put it in a conducting gel, for instance, and then pull the charge from there. I mean, obviously the eels aren't producing much more than one found in the wild, but it's a cool idea, right?"

"It's brilliant!" Peter exclaimed. "I can't believe the stuff he comes up with. Are there any success projects in the lab right now?" he asked.

"Well, sure," said Eddie. "But I want to show you something else first."

Peter followed Eddie into another room. It was a conference room of sorts, with the residual odor of Dry-Erase markers perfuming the room. White boards commanded the walls around a large oval table. Two projection screens were wound up on either end.

With reverence, Peter entered the brainstorming chamber of his scientific hero.

"Viral DNA," said Eddie, flipping one of the boards to reveal a diagram of virus duplication. "OK," said Eddie. "This is gonna blow your mind. You ready?"

Peter merely gawked with the concept. "Uh, ch'yeah."

"OK, so any Bio student understands how viruses duplicate, right. They're a protein shell containing DNA. They inject the DNA into the cell of an organism, and then enzymes dissolve the containment of the genetic material. The cell copies it and spits it back out in a container that usually kills the cell."

"Usually?" Peter asked, catching on.

"Well, exactly," said Brock. "You see, the process of the virus attaching and injecting is called endocytosis. And then the copied viruses exit through one of three processes, not just the two you usually hear about. The other is called reverse endocytosis, which is exactly what it sounds like. Rather than using the cell's membrane to shell the new DNA and kill the host cell, instead it uses vacuoles to store the material and move along. This is a completely natural process, we didn't craft it.

"But what we did craft," Eddie continued, "is something called the C-zyme. It's a combination of enzymes that we coat the virus with. The first enzyme is a genetic locator, which locates the place on the cell's DNA that we want to remove. The second extracts it, and the third inserts the DNA that we're injecting. The fourth and final enzyme is a catalyst for the viral replication process, so that the virus spreads within hours to every cell in the body, before the body has a chance to fight back. And by that time, the organism has completely-altered DNA. It's an even faster way to try genetic enhancement too."

"Holy… holy shit," was all Peter could think to say. "And this works?"

"Well," Eddie smiled. "Almost."

Peter followed Eddie back out of the room. They went to the last room on the left, which was like a pet store. There were all kinds of small creatures in cages. The room was a beautiful, shining steel. It seemed more polished than jewelry. The glass boxes were labeled with all sorts of small animal names like rats, bees, spiders, and fish. There was a green bat and several plants that Peter didn't recognize.

"Some of these took the virus well, others haven't seemed to change. The green tabs indicate success. The yellow indicate a change we didn't expect. The red, like the spider cage is a failure. We've tried—"

Eddie's phone rang.

"Hang on, sorry." He pulled it out to silence it, but then realized that it was Dr. Connors. "Hey, Peter, it's Kurt. I was gonna finish you off in here, anyway. The rest is just labs and computers—Hey, Doc, hang on just one second—Just see yourself out, Pete," he said, pointing to the right down the hall. Peter left after one last look around. "I'll see you on Monday, bro!" called Eddie. "Have a good weekend!" he shouted, returning to his phone.

"You too," mouthed Peter, shaking his head in disbelief. The things he had seen in the building were ideas he hadn't ever comprehended. Fresh air came as a beautiful reminder that these things were happening in his world, his New York. And he would have a chance to be a part of this genetic revolution.

Peter Parker smiled all the way out of the facility.

* * *

"Oh, May, get that. Maybe it's Peter."

Uncle Ben was sitting in his armchair in the living room, reading the _Daily Bugle _absentmindedly. When he and May awoke, Peter had gone, and he left no note or clue as to where he'd gone to. May and Ben were worried, but they also recognized how absent-minded Peter was. Ben was astute enough to assume it had to do with the new job, but it didn't change the fact that he was angry at Peter's irresponsible nature.

May hung up, flicking her hand at a fruit fly buzzing around the kitchen. "That was Jodi. She was calling about bridge. No luck with Peter."

"You know," said Ben, "I talked to him the other night, and I thought he understood what I was trying to say. But, I don't know. I think we need to talk again. He needs to learn something about responsibility. This behavior's just not acceptable."

"Don't worry, Ben. I'm sure he's fine. It's only been a few hours."

"Still," said Ben, turning back to his paper briefly. But he folded it and put it in his lap. "There has to be something I can say that will hit home with that kid. And how does he think he can handle this lab, his tutoring work, and school all at once?"

"Ben," said May, but her sentence trailed off. She agreed. Peter was putting too much on his plate.

* * *

"Taxi!" Peter called, flinging his hands in the air. The yellow car didn't slow, but instead just flew on. Peter stood on the curb, waiting impatiently for the next drove of cars to pass.

It was a terribly muggy day: hot and cloudless as the summer. But it was only a mid-spring tease.

And then Peter felt a sharp, stinging prick on the back of his hand.

"Ouch!" he cried, slapping his other hand on top, splattering bug against palm. "Jesus Christ!" he said, rubbing the mess over his pants. "Damn mosquitoes."

* * *

"Alright, Doc. I gotcha. I'll see you on—"

Eddie Brock froze. Directly in front of him, the containment case (a white label) for a virally-injected spider was empty. At first he thought it was just nerves, but he checked closer, and sure enough, there wasn't even a strand of web.

"Doc. We have a problem. We've got a hot-subject out of its cage. A spider. Still white—we don't know if it worked or not."

"Eddie, get that Peter Parker back inside."

"It couldn't have been him, Kurt. He left while I was still in the room. I'm closing down the lab. You should get over here so we can sweep the place. I mean, it could have just died in some vent by now or something, I don't know. But we got to check."

"I know that, Eddie. I'm leaving now. Good thing you went in today. God knows what would have happened if that thing, I don't know, bit some other organism. Whites are still at their prime. Let's find that thing, Brock."

"You got it, boss."

As Eddie Brock initiated lockdown in the lab, an unknowing Peter Parker climbed into a taxi cab outside with the blue stain of a spider's body smeared across his khakis and a strand of enhanced spider DNA swimming rapidly through his bloodstream.


	6. With Great Power

Serial Spider

6/23/08

**MINOR NOTE:** I know I haven't been saying much towards this, but commentary/reviews/critiques/questions/discussions/whatev would be really appreciated towards any of the issues. Thanks for being such good readers!

_Issue Six_

"_With Great Power"_

Peter woke up in a sweat. It wasn't the ordinary I just ran a mile in my nightmares sort of sweat. It was like all the water inside of his body was pouring out, liquidating him until he was a melted puddle. He leapt out of the drenched sheets towards the carpeted floor.

And by leapt, it is to say that he flew.

Peter shot right up to the wall beside his bed, his hand smacking against it. The impact startled him, his hair just skimming the ceiling. He skittered to stay up, afraid of falling back down, and his other hand was suddenly pressed against the paint.

Something cool and tacky was holding him up. He dangled from the wall by one arm, looking out at the room, feet hanging over the carpet by about three feet. Very slowly, the tacky fluid began to dissolve and he slid safely to the floor, his feet landing lightly upon the ground.

"What. The. Fuck," Peter said, quite loudly.

His mind was racing. In about ten seconds he'd bounded halfway across his room, stuck to a wall, and slid to the floor; what was going on?

Everything felt different. Everything _looked_ different.

Which is to say that it looked right.

Peter's glasses were still on the night stand. But he could see. Perfectly.

No, better than perfectly. And if that was the case, then the stud in the mirror was Peter. But Peter was dumbfounded. He hadn't looked like that _before_ he climbed into bed. But now… now he was _jacked_. A complete understatement, but he didn't know how else to put it.

Puny Parker was now a beast.

His mind was racing. He looked at the clock. It was five in the morning. It was still night in Manhattan. He moved to the window, but then turned around and grabbed his sweatshirt, tugging it over his pajamas.

He put his hand to the wall beside the window and pressed. A strange gray substance oozed from his palm, and as he pulled, he realized it was a glue. His body had manufactured glue.

What a fantastic dream this was turning out to be.

The glue crumbled quickly away, just dust in the air after seconds. Peter opened the window.

He looked outside, leaned over the sill to stare at the ground below. He put his hands to the stucco wall beneath him and pressed.

His hand stuck. He put out the other, a little lower. It stuck too. He worked his way down, finding he could do the same strange sticking action with his feet.

And Peter Parker spider-climbed his way out of his bedroom and into the night.

* * *

"Hey, Peter," Eddie said to the answering machine, yawning into his cellphone as he opened the door to his apartment. "It's Eddie Brock, from the lab. Sorry. I dunno if the ringer woke you up, but uh, just needed to inform you of somethin'." He yawned again, looking into his parents' room and then rushing quietly into his own. "There was an incident at the lab. I know this is gonna sound ridiculous, but can you just check your belongings for a spider? He could have gotten into a backpack or pocket or anything. Odds are he could be anywhere in the city at this point; could have just crawled right out of the building. We have no idea how he got out, but he's one of the enhanced species from the Viral DNA lab, and God forbid anybody or any animal came in contact with this thing; I mean it could be lethal for all the study we've done. Look, I'm rambling, and this is gonna cut me off, but just gimme a ring if anything turns up. Thanks bro. Night."

* * *

Peter sat on top of an inner city apartment building, dangling his legs over the roof edge. Below, steam rolled from gutters and the occasional car headlight skimmed the streets.

But none of it could touch him from his perch atop the world.

Unable to contain himself any longer, he leapt backwards, did a back flip he didn't know he could do, and began to do the last thing that Peter Parker should _ever_ have done.

Peter Parker began to dance.

Which is to say that Peter moved like a dying fish. He flailed his arms in every which way, hearing five different songs in his head at once, clashing their tempos and rhythms into a hideous excuse for motion.

And then the hairs on Peter's neck stood up.

Before he crashed into a ventilation duct. Now, on any ordinary day, Peter would have earned a migraine to last through his twenties. But instead, the duct collapsed like cardboard under his weight, and he landed atop it, rolling off gracefully.

"What is going on?" he asked, backing up. He hadn't even bruised.

And then his phone beeped. The sheer volume of everything happening at once had his heart thundering forward.

He opened the phone.

"You have 1 new voicemail."

Peter pressed Send, dialed his password, and held it up to his ear.

Eddie Brock's message chilled Peter to the bone. He could see the moment in one gloriously clear flash.

"_Ouch!" he had cried, slapping his other hand on top of the spider, splattering bug against palm. "Jesus Christ!" he said, rubbing the mess over his pants. "Damn mosquitoes."_

But of course it had never been a mosquito. After all, no other ones had bothered him in days. No, Peter knew instinctively that the bite he had on the back of his hand was the mark of a genetically enhanced spider.

He started to dial Eddie's number, but then slowed his fingers until he had completely resigned. It was time to evaluate the situation.

As bizarre as it was, Peter knew without any doubt that he had been bitten by the same spider Eddie was talking about. And he had long since realized this wasn't a dream. So in his genetics was what? Enhanced Spider DNA?

So he could stick to things effortlessly. He could jump further. He was built with super strength. His vision was perfect. What would happen if he called that in to the lab? Was there anything that Doc Connors or Eddie could do? Probably not. Maybe they'd give him an anti-serum. But then, what? He'd be Puny Parker all over again.

Flash Thompson's punching bag, a… a weakling.

He hadn't done anything wrong. He never stole the spider.

So what if he pretended to know nothing? He could just keep it a secret. He could cover it all easily. Stories, lies, a web of deceit so easily came to the surface of his imagination.

Peter Parker could pull off, effortlessly, a cover-up for one of the greatest advancements in the history of science:

Himself.

And he intended to do it.


	7. Comes A Lot of Learning

Serial Spider

6/30/08

_Issue Seven_

"_Comes A Lot of Learning"_

If Norman Osborn could have released his frustration by nuking New York's ass that very minute, he would have done it without a second's thought. It was bad enough that his contact had woken him at five in the morning. That was enough to get any Osborn employee fired from any job for the next four lifetimes. But worse was the fact that

"You _lost_ it?" Norman yelled, echoing through his empty flat. "What the fuck do you mean you lost it? When did you lose eye contact with it, you worthless piece of shit? And why didn't you just take another one? You have to be, quite possibly, the dumbest fuck—

"You're fired," he stammered. "I don't even want to hear your name in my presence, ever. I'd have your life right now if it was worth my effort to make the right calls. Get off my phone, you helpless imbecile! NOW!

* * *

The first thing May Parker said to Peter that morning was not true at all.

"Looks like you slept well last night, honey."

Peter smiled and nodded, turning to his bowl of cereal like a hound. His mind had finally locked onto the single greatest use of his abilities that he could imagine. He thought back to the wrestling match the other night on TV. The prize money for destroying the guillotine could bring him all kinds of wonderful things.

Maybe a new camera: that would be nice. Or a plasma screen for his room. Or a new computer. Maybe a car to drive to the lab. His mind was one solid green dollar bill, charged by ten thousand neurons ringing to the tune of a cash register.

It was only mid afternoon on Sunday, which meant he had a day and a half to prepare himself for the tournament. He would need a name, a costume (after all, no one could see who had the abilities of a spider. That would get him locked up for sure), and possibly some training fighting. So the best place for all that was the gym.

"I'm going out, Aunt May," he said.

"Oh? Where to, Peter?"

"The gym," he said, before something more plausible came to mind.

"Oh, alright. Have fun."

Peter went upstairs to pack. May went into the living room to worry. "Ben," she said, pushing his newspaper into his lap.

"Something's wrong with Peter," she said.

"What's that?" he asked.

"He's going to exercise. I think he's coming down with something."

* * *

"Hey, Eddie," said Gwen. She waved to him as he approached, meeting at the small café in the middle. "How are you?" she asked, throwing her arms around him.

"I'm doing great, Gwen," he said, rubbing his eyes. "Not as much sleep as I'd've liked. But I'm making it, ya know?"

"Yeah, I know," she said. "So, let's go inside. Tell me everything. How is working with the doc? I didn't know you were at his lab until yesterday! That's so cool, Eddie. I should come visit you or something!"

"That would be awesome, Gwen. How's school?"

"Probably not as fun as it is for you. I mean, school's not that much of a challenge. Well, lately it's been… you know what? I don't really wanna have that talk. Let's keep it happy." She turned to the head waitress. "Oh, uh, table for two, please." With a smile, they moved further inside and sat down.

Eddie's phone rang. "Excuse me," he said, lifting a finger to Gwen before stepping aside. "Who is this?"

* * *

"Well, I don't care what you have to say; I don't even know your name."

"Mr. Jameson, I've worked here for fourteen years. You know my name."

"Shut up, Ben! Get out of here. Unless you have something good. It looks like you do. Come back in. But be subservient. That word was worth a nickel ten years ago if you could squeak it in an article. Food for thought, kid. Whatcha got?"

Ben Urich walked back into the office, knowing full well that he'd caught the infamous J. Jonah Jameson's interest. "Explain these shots to me," said Ben.

Ben tossed a manila folder onto the desk across from Jonah. The _Daily Bugle_'s editor tore it open with interest, but lost it fast.

"Green screen, cgi. Throw it away, recruit. You're worthless. Outta my office."

"I went to the site, Jonah. There was something on the wall. Some kind of tack. Someone _was _scaling that wall. Bare-handed. That's a feat worthy enough for printing right there. But then check this. They apparently also destroyed the ventilation system on the roof. Also bare-handed."

"Page five then, and prepare to write your resignation when this load turns out to be a mound of horseshit. Now outta my office, before I decide to dock your pay for time out of the office."

"I'm in the office, sir."

"You're in mine, not yours. Get out of here."

* * *

Peter walked into the gym like one might walk into a foreign airport. He dropped his bags and looked around perplexedly, hoping for a sign that said something along the lines of "--Wrestlers, Confused Folk--." His eyes rolled over punching bags and a wrestling ring, weights, mirrors, and a pull-up bar. It was all so…

So very…

So not him.

He almost turned around and walked away, but he remembered the prize money. He'd face even the burliest jock in exchange for that dough. Wait; who was he? Dough. Who says that? Something was wrong.

Peter Parker was standing on an alien planet where the environment changed your lingo.

Lingo?

Yuck. Vocabulary.

Peter's shoulders sagged and he walked over to an empty punching bag, carting his tote with him. He began to punch, which was a sad sort of display at first. His floppy arms and open fists almost bounced off the thick canvas of the bag.

"Yo. Jelly man. Like this, you see?" A burly sort of hulk was standing at the bag next to him, laying it in. Peter began to mimic him, turning his hips just right, digging his tightened fist into the heart of the sack.

"Don't tuck your thumb," the man would call. "It's not in the arms, it's in the twist here at the hips. Rotate more. Don't swing so high. Hook your arm, not wide. There you go. You're getting it."

Peter didn't realize athletic people could be helpful. Maybe you had to be a part of said dark society to be respected. And he was in a gym.

But then, of course, there was Harry. And Harry Osborn was only a douchebag some of the time, so maybe some athletes were just better. This chunky, biker-esque beast was certainly patient with Peter.

"Can we, uh, have a go?" Peter asked. "In the ring."

"Sure thing, squirt. I'll pick it up once you start getting it."

Well, Peter Parker started getting it fast.

He tried not to use his Spider skills too much, but he didn't have them fully controlled. A few swings, rightly aimed, almost cracked the guy's ribs. But one thing the other boxer did have in his favor was precision. Peter's aim was wild and frenzied. His strength was a gift, but his accuracy had to be learned.

Fortunately, he'd been granted the endurance to do so.

"Easy up, kid," said the other man. "I'm not as young as you. Christ. You're one quick learner, ya little shit. What's got you interested in all this all of a sudden?"

"I wanna wrestle in a tournament this week. Just for fun."

"Shit, kid. You wanna wrestle? You're just skimming the iceberg. Punches ain't gonna do you no good in that sort of ring. You're gonna be on the ground and you're gonna get owned. Sure thing. Punch like that as much as you want. But you're gonna need a lot more than that to get your opponent to submit."

"Can you teach me?" Peter asked.

The man stared at him. Thick rivers of sweat pooled over his face. But there was something passionate spurring in his eyes; a sort of fiery heat charged by their sprawls. "Yeah," he said finally. "Yeah. I think I can. Let's go. Show me what you got."


	8. By Any Other Name

_Issue Eight_

"_By Any Other Name… Wouldn't Smell As Sweet"_

"Peter! You're sweating. Come inside and sit down. I'll get you some lemonade."

"I was at the gym, Aunt May. Of course I'm sweating."

"Is that a bruise? Peter have you been hit? Ben! Benjamin Parker, Peter's hurt!"

Peter shrugged Aunt May's maternal grip from his cheeks and tossed his bag on the floor. He pushed back a flap of wet hair from his forehead and looked at her intently. "I'm fine," he assured her. "But I would like that lemonade."

"Well, of course, Peter. Ben! BEN!"

Uncle Ben's footsteps pattered down the staircase in the hall. Peter could hear his slippers flapping against the wood floor.

"May? Is everything alright?" Ben put his hand against the wall to catch his breath. Peter saw his uncle's asthma surfacing, and for a minute, felt a surge of enthusiasm for all his exercise. But when Aunt May gave him his lemonade, he handed it to his uncle first.

"What's the matter?" Ben asked again.

"I went to the gym," said Peter. "Since then, most of the modern world has entered a third world war, New York was torn from the earth by an alien subspecies, and the four horsemen have summoned the apocalypse. I mean, or I just _exercised_ for once," he sneered, staring at his Aunt May dramatically.

She threw a dishrag at him.

* * *

That evening, Adrian Toomes threw a wireframe sculpture of his mechanical wing designs across his office. The plastic model collapsed into nothing more than a tangle of junk lattices on the floor. _Bestman,_ he thought, _Osborn. Fuck them. Who needs them? Who _needs_ them? I designed this on my own. I lost my job, but I didn't lose my mind. My sense of reason. They want to see wings, I'll show them wings. I'll show them—_

Then he remembered the package Norman had sent him. A photograph. A fucking photograph of his designs already in production at Oscorp. They stole his designs. They stole his designs and they burned his office, and they weren't even subtle about it! They practically branded the Oscorp logo to the walls.

A clay mock-up went flying off his desk in the same sweep of Toomes' hand that cleared all his blueprints and rulers. He tore the photograph of Oscorp's interpretation off his bulletin board and slammed it to the tabletop.

His long, spindly fingers pressed the Polaroid edges to the varnish. _My designs. I… God… years I worked on these. Years._

Beneath the picture, in delicate handwriting, was the name "Icarus."

_Original. But Icarus is a cursed name, Norman Osborn. Some dreamers get burned. Some dreamers fly too close to the sun. These wings aren't bound by your petty business plans. They're _wings_, Norman. Wings. And I'm the only one who's gonna let them fly._

And so was born the last day that Adrian Toomes went home to his wife and kissed her good night. When she'd fallen asleep, he crawled from the bed and opened his closet, where he pulled apart his two oldest suits and took the DVD collection off of the shelf. Where six thin disc cases should have been was the handle of a 9mm handgun and a silencer nozzle.

He put them together, walked out of his house in his pajamas, got in his pre-loaded car, and pulled into the night.

_You're gonna burn, Icarus Project. You lit me on fire, and I'm gonna drive your stolen work into all fifteen million degrees of our forsaken Sun. And then, Norman Osborn, we'll see who's flying high, you delusional son-of-a-bitch. _

_Burn._

_Fucking burn._

* * *

"Oh, Peter," said Gwen. "I'm not good at these games, and you know it."

"You're not even trying," Eddie said, leaning over the arm of the sofa and lightly flicking his wrist back and forth. "It's Wii. You literally just play tennis. It doesn't take any skill."

"No," she said, throwing a pillow at him. "I'm fine at video games. I'm a scientist, _Edward_. Computers are how I do. But tennis… you got me there."

"Relax, Gwen," cooed Peter, as he took another slice of pizza in his hand, and pulled on his coat.

"Don't speak to me, Peter. You're leaving because you're too tired to keep _winning!_ Seriously," she said, throwing the WiiMote to the floor, "I hate boys."

"Gwen!" shouted Eddie, leaping up. "Gwen! You scored!"

"What?"

"You scored! You threw the controller and it… look... you scored, Gwen!"

She stared at the tally for a solid minute and then at the remote on the carpet. Finally, she turned to Eddie and glared. "I _hate_ this game. I _hate _it. I wanna play Pokemon. I wanna catch an 8-bit Pikachu and feel proud of myself. Where's your Gameboy?"

Peter headed towards the door. "I'll see you guys later."

"Bye, Peter!"

"Later, bro."

Peter walked into the night and felt fall's first strong winds. A tight breeze pushed his coat backwards. He squinted against the wind, and grabbed the door so that it didn't slam against the wall inside.

"Okay," he said, leaning inwards to grab the knob, "I'm really leaving now."

It was about a half-hour walk across Midtown Manhattan. The night was dark and solemn. The wind struck up every so often, and Peter could feel his nose starting to run. Every so often he stuck his hand to one of the buildings just so he could assure himself his abilities hadn't disappeared.

But they were more than abilities, weren't they? They were powers.

Powers. What a kick-ass word that was.

When he finally came across his neighborhood, it was nine o'clock. The streetlamps were golden warm against the blue mask of the evening sky. Most of the houses in his lazy town were asleep.

But as he passed his neighbor's yard, and straightened it's precariously leaning trashcan, he heard the front door swing open with such a berth that it crashed against the siding on the front porch.

"Eugene!" screamed a woman's voice from inside.

Flash Thompson came barreling out of the door, hardly staying upright, and charged across his front yard toward the street, where his glaze-red Porsche sat parked against curb. Peter fumbled with his balance as he uprighted the garbage and stared at Eugene Flash Thompson reaching for his keys.

"Flash?" Peter said.

"Peter?" For a minute, Flash looked like a lost animal. He just stared at Peter, holding his keys limply in the air. The last time he had used Puny Parker's real name was never. Maybe it was the shock of this slip-up, or the surprise of seeing Peter, or just his inability to distinguish between his keys, what with that tiny-ass brain of his, but whatever the problem, Flash was—for the first and last time—completely unguarded.

But in just as little time, he flipped Peter the finger, found the black-crowned key, and was in his car, revving down the block.

Peter waved the smell of monoxide from his face and turned around to go inside, utterly lost for words. When he came in, Uncle Ben had fallen asleep on the armchair in the living room with the television on, so Peter helped him up to his room where Aunt May was reading an Agatha Christie novel in bed.

Peter kissed her good night and then locked himself in his room.

_It's time,_ he thought to himself, as he pulled old Halloween costumes from their boxes, sweatshirts, swim clothes, whatever he could find. _A name. And not just any name. A name that inflicts fear. Like… the Black Widow._

_No, that's stupid. That's a girl's name._

Goggles? Can I use these? Since when did I own goggles? I don't even swim.

_Arachnid. Arachnid Boy. Arachnid_ Man. _The Crawler._

Sweatpants? Lame. I need give. Shorts. No. Warm-Ups? We'll work with it.

_The Spider. Spider-The. Spider-The? Am I _retarded? _Webslinger, Wall-Crawler._

_Dammit. Think, Parker. Think._

_Simple._

_Plain and simple._

_Just plain and simple._

And in that instant, with no more thought and no more fuss, Puny Parker, neighbor of Flash Thompson, pupil of Kurt Connors, and best friend of the Oscorp Heir, Harry Osborn, became the Legendary, Web-Slinging, Wall-Crawling…

Spider-Man.


	9. Uncle Ben's Advice

_Issue Nine_

"_Uncle Ben's Advice"_

"Benjamin Parker, I could beat you right now, I hope you know." Aunt May smacked him across the face with a dish rag. It was not the first time that Aunt May had used that dish rag as a weapon, and it was not the last. But it would hopefully occur to her to wash it soon, as it had cleaned as many poor manners as dirty dishes. "I don't care if it was twenty dollars or twenty thousand. In this household, we don't gamble."

"May, I won two hundred bucks. Twenty dollars down for a two hundred dollar prize; that's a hundred and—"

"I learned just as much elementary arithmetic as you did, mister, so don't get all… Peter! Where on earth are you going?"

"To the library?" Peter said uncertainly.

"Have you eaten anything, Mr. Busy Bee?"

"Mr. Busy Bee? When did I turn seven again?"

Aunt May threw the dishrag in the sink with such force that a spatula was launched onto the counter. It seemed even the kitchenware cowered in fear of her anger.

"Why are you men getting smart with me, lately? Was it a hard question to answer? Whether or not you_ ate?_ Dammit, Peter Parker!"

"Aunt May, I—"

"Well, of course you didn't, Peter. Neither of you ever _mean_ to. But for the sake of all of us, please, just… just show some _sympathy _in this _household!_ I _work_ all day to… to…"

But it seemed that even for Aunt May the conversation was too much to cope with. For days, as the bills came and the mortgage rose, and the taxes climbed up on the kitchen counter, she tried to maintain a sense of humor. She smiled and made lemonade and teased Peter about his exercise, but it was only a matter of time before her façade dissolved and her stress manifested. In her case, it manifested in dejected silence, and without another word, she trudged into the hallway with her eyes watering but never loosing tears, and she ascended the stairs towards her bedroom to lie down.

"Is she alright?" Peter asked.

"You're going to the library?" Uncle Ben asked, almost tangentially. "I'll drive you. We'll talk in the car."

*

Gwen pushed Eddie towards the street, but he caught his hand on a signpost and pushed right back, laughing all the while.

"I'm not that bad," she insisted.

"Gwen Stacey!" he cried, tipping his face to the heavens. "The world's only Wii Sports player to get a real-world injury!"

Gwen cradled her arm. "The strap broke, okay. It's not my fault."

"It is if you swing that hard. You beat yourself with a remote control."

"Oh, shut up, Eddie," she laughed, and pushed him again. But this time, she pushed him into a tree, and he could do nothing to prevent his collision with the trunk.

"Oh, Eddie. Eddie, I'm sorry. Are you alright?"

"Little violent, there, Gwen."

It wasn't Eddie's voice.

Gwen spun around on the sidewalk. The late evening sun and nearby headlights sliced the roofs off of the parked cars and glared into her eyes. She raised a hand and blocked out its final rays. Beneath the shadow of her palm, walking toward her, was the elusive Harry Osborn.

*

Adrian Toomes stood like a silhouette in the doorway. Dim red light hovered behind him, mostly obscured by the tree line across the street. Beneath the hook of his long nose rose the collar of his trench coat, draped like a shadow over his figure.

"Evening, Gregory," said Toomes. The red ambience swept over his eyes, glowing like an aura on his irises.

Gregory Bestman froze in the doorway. The house behind him was quaint at best. A picture of a winter country house hung in his living room over an antique hutch. Doilies and flower arrangements marked his wife's touch, wherever she was now. Toomes had waited for her to drive off.

Bestman was alone amidst his potpourri and china. Alone except for the Cheshire grin of Adrian Toomes.

"Aren't you going to invite me in?"

Bestman took a step backwards, pulling the door open further. "How have you been since the accident?"

Adrian swept into the room like a vulture, virtually perching against an archway towards the rest of the house. Gregory took a quick look at himself in the mirror: haggard pouches under his insomniac eyes, a scruff of unshaven hairs shadowing his chin. His hair was scratchy and graying, not always present where some bald patches slept.

Toomes found his unkempt appearance almost amusing.

"Someone hasn't slept? What's been keeping you awake? Guilt, Gregory? I'm touched."

"I don't know what you're—"

"I've never heard that one before," said Adrian, pulling his 9mm from the depths of his coat. "Your lack of originality will be your downfall. Sit, you son-of-a-bitch. Sit down and listen to me."

"Alright, well, shit, just… take it easy. I'm sitting down. Alright? Nothing funny… I'm just sitting."

"Bestman. I never really thought about the irony of your name. You were never anything really special. Just a good thief of concepts. It didn't matter all that much when it was just an issue of whose name came first on a shared contract. But fuck, Greg. Selling the Gabriel Project? Really? Selling it to an umbrella corporation and their arrogant haunchos? And… burning… burning our lab to the… Gregory James Bestman… _Dies iræ, dies illa  
Solvet sæclum in favilla, Teste David cum Sibylla!." _

Toomes flitted the gun in his hand.

"That's… hey, Toomes, that's pretty good. The _dies irae_. You really had me… had me going there… heh…" And then Bestman began to laugh. Softly at first, a heckle, a chuckle, but then Adrian joined him and they were laughing so hard they felt like they'd burst.

And then Bestman did, as Toomes—suddenly straight-faced—lifted the pistol and fired three bullets through the breadth of Gregory's skull. A wash of red and gray fluid swept over the floor, and Gregory Bestman fell into it on his back, splintering the chair beneath him in a hundred directions. He toppled loosely over his shoulders, still frozen in laughter, with his feet over his head, folded over himself in death, laughing, laughing, laughing.

Toomes put his gun back in his coat, took the shell casings off the floor, raised his collar, and walked out of the door, closing it on the judgment inside.

_Day of wrath! O day of mourning!  
See fulfilled the prophets' warning,  
Heaven and earth in ashes burning!_

*

"Harry Osborn?"

"Eddie Brock! How the hell you been, man?" Harry swept his arms around Eddie, gripping him like a lost brother newly found.

Eddie pushed him to arms' length. "What… what happened to you?"

"What? This?" asked Harry, pointing to a tiny, thin bandage over the edge of his eyebrow. "Nothing worth admitting. Fell on the asphalt up at Brown. The ground's all icy."

"They have snow?" Gwen galked. "In October?"

"It's almost November, and it was cold. It's up north, cut me some slack. How have you guys _been?_ Eddie. I don't think I've seen you since… what..."

"Sixth grade," replied Eddie. They both smiled as Gwen hugged Harry. "It's good to see you, Osborn."

"Yeah," said Harry. "You guys, uh…"

"No," said Gwen, almost too quickly. "I just haven't seen Eddie in a while, and I gave him a call, and now Peter's working with him… so… well you can imagine. We're just all hanging out now. It's nice."

"I go away for like four days…" said Harry. "Oh, hey, wait. I uh… got tickets to the Freelance Tournament at Madison. Wanna go with me tonight, guys?"

"I can't," said Gwen. "I've got an English paper due in a couple days.

"Eddie?"

Eddie smiled. "You got it, Osborn. I'll meet you at your place later?"

"Nah," said Harry, "where _you_ guys going? I'll walk with you."

*

As the last light of evening vanished, Adrian Toomes came upon an Oscorp research facility. He parked his car and walked up to the door. It was locked, so he banged on the glass until a janitor came to answer it.

"We're closed. Come back in the morning," came the distorted voice from inside.

Toomes banged again on the glass.

"Please. Come back! I left my access pass inside. I need to pick it up from my desk."

"I don't have the authority to—"

"Please!" shouted Adrian. "I'm not gonna be in for the next week, and I don't want it to get accidentally picked up during that time. I'll be in and out. I promise."

The janitor stared at him. He held his mop in his weathered hands and looked through the glass frame. There was a moment of silence, he took a breath, and opened the door.

Toomes shot him before he had a chance to say, "Come in."

"Can't have you talking," he said, stepping stiffly over the man's corpse. Toomes tightened the silencer and then stuffed the gun back in his pocket. In the maintenance cart, he found the man's all-access card and clenched it between his gangly fingers. He walked through two black doors and down an access stairwell to the right.

The unmanned front desk cast a blue hum over the lobby and into the stairwell as he entered. The door clanged shut behind him as he billowed down the steps, his coat trailing like a cloud behind him.

On the gray drywall, block numbers read the basement floors: B1, B2, B3, all the way down to B6, where Toomes had been told that work on his project would begin.

He swiped at the door, and a green beep told him he was allowed in. He pushed through the doorway and into the laboratory. Green overhead lamps flickered on as he entered, activated by his presence.

A few focus lights came on over worktables. And there, in the center of the room, suspended by wires, was a frame in memory cloth. A frame of something that looked supernatural, almost extraterrestrial.

As if before an altar, Adrian Toomes walked forward. He pulled the craft from its dais and stared at it. It was a Kevlar chestplate with elastic sleeves. The sleeves became thin gloves that were wired up the arm towards the back of the Kevlar vest.

And there, at the top of the spine, spread the memory cloth. Adrian pulled on the apparatus, knowing the same motions as his design would activate the optic fibers in the cloth. He felt the wing vest cling to him like a second skin.

His hands hung limply by his side. He clenched his fist and felt a sharp, painful piercing in the back of each hand, like a needle drawing blood. The wires had stabbed into his nerves to get a finer reading of his motions, though his actual gestures should be enough. And to prove it, he spread his arms.

The memory cloth snapped erect in a sharp burst, like the cracking of a thousand whips. And the wings, what glorious wings. The black wings of an angel glistening under the green lights of the lab. He could hear a gentle hum that he'd always imagined neurons would sound like when their synapses fired. Now he was the center of those neurons, the soma of dendritic wings pointing towards the walls, towards heaven. He hooked his arms, felt the wires throbbing in the veins of his hand. It hurt, but it was glorious pain. A pain that burst through him and scoured outwards and the wings folded in obedience to this… this pain.

But not pain.

Not pain at all.

It was a release, a freedom. It was a life taking form.

For what life was not born in pain.

He pointed his palms downward, felt a warm heat coalesce within his skin, the wires taking readings, acknowledging his order. And he heard the booster activate.

His eyes wild with excitement, Toomes drew his gun from his overcoat, the wing behind that hand mimicking his gesture precisely. He pointed the gun forward, the wing arching in tandem, and then re-ascended the stairwell.

He came out in the lobby and stood before the desk with the Oscorp logo hovering in steel letters over his head.

Two shots took out the glass entrance and then he leaned forward, his heart racing, his eyes never blinking, and he thrust his hands backwards. The wings pointed like an arrow, and the thrusters built into the back of the vest fired like a nebula. Green and red flames spewed from his back and he pulsed forward.

His body tore from the floor and forward into the day. He threw his arms outward and tilted up towards the sky. Toward clouds and blue miles that hung over his head. But not anymore. Now they were his playground. He could fly below them, above them, through them. The city, once the distance of an hour's drive, was now just a dollhouse. The wings obeyed his every motion and he was a dream realized.

Adrian Toomes was an angel. But not just any angel. He was Samael, with a gun in his hand, and two corpses in his wake…. Adrian Toomes was the Angel of Death.

He soared over New York to a meeting long past due. He flew to its heart. He flew to its blood and its brain. The money that made it run and the orders that made it function.

Adrian Toomes _flew… yes flew!_ to the distant penthouse of one Norman Osborn.

And he flew to kill.

_Oh, what fear man's bosom rendeth,  
when from heaven the Judge descendeth,  
on whose sentence all dependeth._

…

_When the Judge his seat attaineth,  
and each hidden deed arraigneth,  
nothing unavenged remaineth._

*

Peter held onto the knapsack in his lap and leaned against the door to face his uncle. "What was up with Aunt May?" he asked.

Uncle Ben pulled up beside the library steps.

"Look, Peter. We're… uh… we're having a tough time with the bills lately. It's getting hard. We're all living in a world where… well… you know how the economy is, kiddo. Not so easy to live in. And we weren't well off before all this disaster hit."

"I can help, Uncle Ben. I could try to get a second job. I don't want it to be hard on you guys. You've been… so… good to me."

"Peter…" Uncle Ben looked down at his knees and gripped the wheel of the car tightly. "I uh… You… you make me so… proud."

"Uncle Ben…"

"Some men have it so easy, bud. Some guys, like Harry's dad… they make so much money and they spend it just as fast, and it doesn't matter to them. It's always moving and gone and immaterial. It's like water or air. It's just there for the taking, there for the drinking, there for the splashing at whoever's around them."

"Yeah, Uncle Ben, but Mr. Osborn's a jack ass. Poor Harry. The stuff he deals with with that guy. You know Harry would trade his soul to have a dad like you."

"Oh, Peter. You know the problem with men like that? He's a man who's got too much going for him. Too much money. Too much power. And… with great power comes… _great_ responsibility.

"Do you know what I mean? That asshole doesn't hold himself responsible for anything. For his money, for his employees, even for his family. So I guess what I'm saying is that… well… you're growing up, bud. You're growing up into a beautiful, brilliant boy. More than your Aunt or I could ever hope for. But now that you're getting old, you've got responsibilities. We all do.

"And I think one of them that the both of us have been neglecting recently is reminding your Aunt May how much we love her. Because she's working so hard for us, Petey. She's working so hard, and sometimes I forget to tell her… I forget to tell her…"

"Uncle Ben…"

Peter put an arm on his Uncle's shoulder, but then leaned over his seatbelt and hugged him. The old man put a graying hand behind Peter's head and rubbed his tassled hair.

"You have fun studying, Peter, alright? Need me to pick you up later?"

"Nah, Uncle Ben, I'm okay." Peter got out of the car and dragged his bag behind him. He started to close the door, but then held it steady.

"Uncle Ben?"

He looked up from the wheel.

"Uncle Ben? I love you."

"Heh. I love you too, kid. Good luck."

"Thanks, Uncle Ben."

Peter closed the door, and Ben pulled off. His taillights faded into the Manhattan fog. Dark gray clouds peppered the shadowy purple sky as Peter walked right past the library and several blocks on. He passed Penn Station and saw, in the glittering lights of the building's spectacle, the façade of Madison Square Garden.

Peter walked inside, through the crowded main entrance, and down to a bathroom in the lobby. Throngs of people came at him from every direction under the beams of white fluorescents overhead. Peter scurried into the Men's Room and locked himself in a stall, heaving a deep breath in the sterile-scented room.

All around him, the sound of burly men and their wrestling bets filled the space.

Peter lowered the toilet lid and put his bag on the seat. He unzipped it, and pulled out a bunch of clothes. He took off what he had on and stuffed it in a separate pocket.

Except his boxers.

Had to keep his boxers.

He put on red socker socks, and pulled blue sweatpants over them. He put on his Uncle's red snow mask and donned a pair of Harry's Oakley sunglasses (that he really needed to give back) over the eye holes. He pulled on a red Under Armour shirt and black knitted gloves, with a black paper spider scotch-taped to the chest. He tugged a skullcap over his head and put his sneakers back on.

Hot with anticipation he shook his hands and cracked his knuckles, then sat down on the toilet.

Slowly, he breathed in and out, saying very softly to himself: _You, Peter Parker, will kick ass. Stop stressing. No one else is genetically enhanced. I think. I mean, I don't know what they do to make those guys so friggin' huge, but… stop it. Stop. Calm down. You're Spider-Man._

_Spider-Man. Yeah._

Overhead, Harry Osborn and Eddie Brock entered through the same doors as Peter. They cut left where he'd cut right, and went to a digital board. On it were the names of a dozen or so contestants, and at the top was written "The Guillotine."

"Listen to this crap," said Harry. "FlyTrap, the Silver Sickle. Oh look at this moron. Spelled his damn name wrong; calls himself 'the Exercist.' Hope he doesn't treadmill everybody to death."

Suddenly, Eddie roared with laughter. Harry followed his gaze. "Spider-Man," squealed Eddie, who fell to his knees. "Oh my God, he named himself after a bug. A bug!" Harry started laughing so hard his eyes began watering and he put his hand on the wall to balance himself.

"Maybe FlyTrap can eat the spider!"

"Om Nom Nom!" cried Eddie dramatically. His hands clawing at the air before he dove towards Harry and threw his arm over his shoulders. "Oh, my God, this is gonna be classic."

Downstairs, Peter slumped his head in his hands, realizing how profusely he was sweating in his stall. _Spider-Man. Spider-Man. Everybody wishes they were you. Come on, Petey. Cheer up._

The toilet next to him flushed and the door clanked against the frame. Peter's stomach doubled over. Repeatedly.

_Oh who am I kidding? I'm dressed like a hobo, and I'm about to fight a guy called the Guillotine. I'm retarded. I'm a retarded teenager, and my uncle _just_ talked to me about the responsibility of people with power. I've got power, and… yup… that's someone taking a dump. I'm sitting in a bathroom waiting to wrestle. Next to some guy who's taking a dump._

_Fuck. My. Life._


	10. Evenly Matched

Serial Spider

3/3/09

_Volume One, Issue Ten_

"_Evenly Matched"_

"Dad?" Gwen said, pushing the door open gently. "Dad? You home?"

"Hey, Gwen, honey. I'm in here."

"Oh," she said, stuffing her coat in the entrance closet. The television droned in the living room. "What are you watching?"

"The, uh… the freelance tournament at the Garden."

"What the _hell?_" she moaned, gliding into the living room. "No one watches wrestling anymore. No one, except for maybe a few fourth graders trying to sound cool. But everyone I know is at this match! Harry, Eddie, and now you're watching it here. My God."

"Lonely?" he asked.

"Nah. I have a paper to right. I just… when did this become so popular?"

"Oh, Gwen, I don't think it's all that amazing. Here, sit with me a few minutes. It's kind of like American Idol, right at the beginning, when everyone's terrible. I mean, these clowns get out here and fight a world-renowned wrestler, and they get the crap beat out of them. I think it's all fake anyway, it's just funny. It's like bad vaudeville."

Gwen was hardly listening. "You eat anything, Dad?"

"No, sweetheart. I was thinking about making some Hot Pockets—"

"Oh, Dad. You can't eat that crap. I'll make tacos."

"Alright, honey. If you say so."

Captain Stacey spread out on the armchair. His face leaned limply on the thick top of the backing, and he rubbed his hand over his face: over his tired eyes, his scarred nose, his stubble prickling on the bottom of his chin.

"Sweetheart, while I'm thinking about it, is Peter still working at Best Buy?"

She leaned her head out of the kitchen, restraining a bemused grin. "At the Geek Squad? No. He quit when he got his job with Doctor Connors."

"Ah, crap. Well, you think he'd look at my laptop at work? It's got a virus or something, I dunno what's the matter with it."

"Sure," she said. "I'll ask him."

Captain Stacey sat up in his seat with a smirk on his lips. A little too quickly, though, and he felt it in his arm, burning at the bicep where his wound was still healing. He grimaced and cleared his throat. "Gwen. It's back on. Come sit down a second and watch this guy."

"Who? The _Guillotine_?" she asked, dramatically reenacting a French execution in the doorframe of the kitchen.

"Yeah," said Captain Stacey. "He's up against some twig in a Halloween Costume. Calls himself Spider-Man."

*

At some point, Peter decided he'd let his ability get to his head. He knew he was out of his mind to get in this tournament, it didn't matter how many walls he could climb. He looked like a buffoon and he was standing in front of thousands of people in Madison Square Garden—_the Garden!_—of all places. And he was up against the Guillotine. Legit. There were no fake blood pouches or choreographed swings. He was _actually _about to get the shit beaten out of him.

Under his feet, the foam mat of the ring compressed. A small puff of air came out of a hole too small to see from the crowd. The whole floor was battered and scratched. He imagined they replaced the cover often for appearance's sake, but now it just served as a testament to how many people had been pummeled on this mat.

And his blood was star-crossed to join it.

Peter had no entrance when he came into the ring. He'd had a rope lifted for him and he pulled himself up. He hardly had the strength to do it, either. Most of his energy was sapped when he signed the stacks of waivers. Each signature drew a little more willpower than the last.

But the Guillotine; what an entrance he had! The whole building went dark. A hushed silence fell over the crowd. Over the loud speakers, a high-pitched man's voice came through in a fake British accent.

"Oh, please, sir. Mercy. Mercy for a poor man!"

And then a single spot fell on the ring, and there he was: a hulking mass of rippling muscle in his briefs, waving wrapped fists to the high heavens.

"The Guillotine," he called and the audience joined him to cry, "shows no mercy!"

The lights went black again and a vicious, hearty slicing sound burst over the loudspeakers. And the imaginary poor man was dead.

A part of Peter regained some strength. Some. When the focus spots blinked on and the ring was illuminated, he was almost laughing under his snow mask. I mean, really, what kind of guy has that cheesy an intro? And honestly, if they really thought about it, it was downright insulting to the masses. Not showing the lower class mercy? Who the hell was watching this match?

A thousand _sans culottes_ turned over in their graves.

And then the referee entered the ring, taking center with a handheld microphone. Peter barely retained the words. You were pinned if you were down for ten seconds. Spider-Man was allowed to sacrifice at any point by calling "forfeit." They explained the rules for a cage match and lowered it to turn the ring into a tall fortress.

"Let's get on with it," bellowed the Guillotine.

Now, it seemed to Peter that surely they told this guy to run his mouth for audience excitement. Because it was just downright rude, and it definitely had to be an infraction to cut off the ref announcing the rules. But there was a wild cheer from the audience and Peter's gloves were on the floor, and he was standing in the center, and he was looking at this shark, and a bell rang in the distance.

Holy shit.

A bell?

It was time.

The Guillotine came charging forward, right at his legs. Peter jumped. And Peter really _jumped_. The Guillotine, standing, went clear under him. Peter landed and then leapt on the guy's back, caught his hands around the man's neck, and twisted. But he didn't twist hard enough, because one massive arm grabbed him by the shirt and flung him.

Peter spun in the air, regaining his balance. And then for the first time in days, he felt, on the back of his neck, a sensation like he'd felt on the first night of his powers. Back then, on the roof, the hairs on his neck had stood up just as he crashed into a ventilation duct. Or rather, just before it happened.

So this time, out of sheer instinct, he turned his head, saw the wall of the cage coming at him, and threw out his hands reflexively. And his hands, spread out like a starfish, stuck to the wires of the cage.

And then he heard something.

It was soft at first, just a gasp from one place in the audience. And then a different sort of sound, someone cajoling him. "Climb, Spider-Boy!"

And so he did. And the Guillotine came running at him, trying to shake him loose from the wall, but dammit, he was Spider-Man, and he kept going up. And when he hit the ceiling, he went even further, gluing his hands to the ceiling with that weird spider secretion that he had going for him.

"Hey, Spider!" called the Guillotine. "Come down here and fight me like a man."

"But I'm just a boy," called Peter. "Mercy. _Mercy for a poor man_."

He didn't know where the words were coming from. The adrenaline, maybe? It wasn't like him to be sarcastic. Not, at least, towards someone nine Peter Parkers in girth.

The audience cried out, some laughing. Someone shouted an insult. Probably the guy who told him to climb.

"Is that a forfeit?" cried the Guillotine.

"Did you just say forfeit?" asked Peter, almost tasting the pleasure of the banter. "Sorry, Guillotine. But this match isn't for pussies."

And he dropped down to the ground, landing delicately on his feet.

"Face me, Smart Guy," he said.

"Oh, you asked for it," said the Guillotine, lunging at him again.

Peter felt the hairs standing up again, and realized that he was seeing the Guillotine's punch just a little slower than it should have been. Slow enough, at least, to side step and watch the man's brick-sized fist pass his face.

"'Face me,' isn't a question," Peter snapped, dodging a hook. "So really, I can't have asked for it."

And then, with all the force and speed his spider skills could muster, he launched a punch at the Guillotine's jaw. The man's head snapped sideways, and Peter lunged at him. But God be damned if he could knock the man down. All the enhanced strength he had was nothing against the manatee-of-the-land that this beast was.

"Not a chance," said the Guillotine, and while Peter was diving at his legs, he felt all eight tons of wrestler collapse on his back.

There was no question in his mind. If the security system on that spider cage hadn't failed at Doc Connor's lab, he'd be dead. Well, actually, he probably wouldn't have gotten in this ring, so he'd probably still be alive. But the point was that not only _did_ he take it, but in that extended sense of time he got when the hairs on his neck stood up, Peter Parker perceived the Guillotine taking a slight bounce off of his back, and took the chance to roll out from under him.

There was a cheer from the audience, and then a louder one, as Peter, noticing the Guillotine was on the ground for a moment, threw a flurry of punches at the guys head. One, two, spittle in the air, and then, unmistakably, blood.

And then Peter, grimacing at the thought that he'd just broken the shmuck's nose, was on top of the bull with his arms wrapped around his neck.

In the back of his head, he could hear his trainer's voice: "Now this choke hold ain't something you just cop out on. 'Cause you set it right, and their face is gonna turn purple, you with me? You gotta actually choke. I mean, this applies to most choke holds, a'ight? They take a kind of will I'm not sure you got yet, kid. But here, you wrap your arms like this, get his head in the crook of one, and make a T with the other. No, point it straight up, that's it. Now, pull, kid. That's it. Okay, now try it on me. When I tap, stop."

And here he was, once again, with his arms locked around a guy's neck, pulling a basic choke. Ordinarily, wrestlers like the guillotine were trained for this kind of thing, and could release in a thousand different ways.

Peter felt spit burst from the guy's mouth when he spoke.

"Get off me, you little shit. Or I'm gonna break your face eight ways to Sunday."

Peter choked harder and brought his head closer. He felt the Guillotine's arms swing up to his own and then the referee on the ground beside them pounding the ground.

"Want me to take you up to the ceiling and drop you?" asked Peter. The pause that followed was unnervingly tangible.

"You're playing me," said the Guillotine. He looked up at Peter, at the sunglasses askew on the kid's face. And for a second, he could see into his eyes. They were staring at him blankly. And there wasn't fear. There wasn't pain. He was sweating, sure, and bleeding; that much was clear. But he wasn't joking.

"Give me some dignity," said the Guillotine. The man tossed Peter off his back and the crowd went wild. It was the first failed pin of the match.

Peter wasn't going to let there be a second.

But then, suddenly, he realized his opponent didn't want one either. Peter and him did a full barrel roll, putting Peter suddenly on top of him, knees to either side. He swung a punch and the Guillotine's head rocked sideways. Peter swung with him, ending up on his back. He hooked his legs under the wrestler's and threaded his arms under the crook of the man's, looping them back up to clench behind his neck. The man couldn't move.

And then the referee was back and he was counting. The Guillotine flailed, but Peter held him, and then there was something loud coming from the crowd, but a weird kind of loud. Not even loud at all, just heavy, oppressive.

It was silence.

And then the numbers.

Eight…. Nine.

Climb guy gasped. "Oh… my…—"

Then, "Ten."

A bell.

And Madness.


End file.
